Strategic Metals Ltd. Announces Private Placement Offering of up to C$4,000,000
June 18 2020 - 8:00AM
Strategic Metals Ltd. (TSX-V: SMD) (“Strategic” or the “Company”)
is pleased to announce a brokered private placement, to be co-lead
by Agentis Capital Markets Canada Ltd. and Haywood Securities Inc.
(the “Agents”), on a commercially reasonable efforts basis (the
“Offering”), to raise gross proceeds of up to C$4,000,000
consisting of up to C$1,000,000 of units of the Company (the
“Units”) at a price of C$0.45 per Unit (the “Unit Price”) and up to
C$3,000,000 of “flow-through units” of the Company (the “FT Units”
and, together with the Units, the “Offered Securities”) at a price
of C$0.64 per FT Unit. Each Unit is comprised of one common share
in the authorized share structure of the Company (a “Common Share”)
and one Common Share purchase warrant (a “Warrant”). Each FT Unit
is comprised of one Common Share that will qualify as a
“flow-through share” (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)) and one Warrant.
Each Warrant will entitle the holder to purchase
one Common Share at an exercise price of C$0.65 for 24 months
following closing of the Offering.
The Company has granted the Agents an option to
increase the size of the Offering by up to 25% (the “Agents’
Option”). The Agents’ Option may be exercised in whole or in part
by the Agents up to two days prior to the closing of the
Offering.
The net proceeds from the Offering will be used
primarily to fund exploration activities and for general corporate
and working capital purposes. The gross proceeds raised from the
issuance of FT Units will be used for “Canadian exploration
expenses”, and will qualify as “flow-through mining expenditures”
as defined in the Income Tax Act (Canada), which will be renounced
to the initial purchasers of the FT Units with an effective date no
later than December 31, 2020 in an aggregate amount not less than
the gross proceeds raised from the issuance of the FT Units.
The Company will pay a commission to the Agents
of 6% of the gross proceeds of the Offering (including from any
exercise of the Agents’ Option). The Company has also agreed to
issue to the Agents non-transferable warrants (“Broker Warrants”)
equal in number to 6% of the aggregate number of Offered Securities
issued. Each Broker Warrant shall be exercisable or deemed
exercisable to acquire one Unit at a price equal to the Unit Price
for a period of 24 months from the closing date of the
Offering.
The Offering is scheduled to close on or about
July 8, 2020, and is subject to certain conditions including, but
not limited to, the receipt of all necessary approvals of the TSX
Venture Exchange.
All Offered Securities issued pursuant to the
Offering, including any Common Shares that may be issued pursuant
to the exercise of the Warrants, will be subject to a hold period
in Canada of four months and one day from the closing date of the
Offering.
About Strategic Metals Ltd.
Strategic is a project generator with a
portfolio of more than 130 projects that are the product of over 50
years of focussed exploration and research by a team with a track
record of major discoveries. Current projects include more than 80
properties where precious metals are a major component. Projects
available for option, joint venture or sale include drill-confirmed
prospects and drill-ready targets with high-grade surface showings,
geochemical anomalies and geophysical features that resemble those
at nearby deposits.
Strategic has a current cash position of over
$6.5 million and large shareholdings in a number of active mineral
exploration companies including 46.3% of GGL Resources Corp., 36.3%
of Rockhaven Resources Ltd., 19.9% of Precipitate Gold Corp., 18.7%
of Silver Range Resources Ltd., 9.9% of Trifecta Gold Ltd., and
6.1% of ATAC Resources Ltd. Strategic also holds a 53.5% interest
in Terra CO2 Technologies Holdings, Inc. a private Delaware
corporation which is developing an environmentally-friendly,
cost-effective alternative to Portland cement.
The securities referred to in this news release
have not been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This news release
does not constitute an offer for sale of securities for sale, nor a
solicitation for offers to buy any securities. Any public
offering of securities in the United States must be made by means
of a prospectus containing detailed information about the company
and management, as well as financial statements.
ON BEHALF OF THE BOARD
"W. Douglas Eaton"
President and Chief Executive Officer
Corporate
Information Strategic Metals Ltd.W. Douglas EatonPresident
and C.E.O.Tel: (604) 688-2568 |
Investor
Inquiries Richard DrechslerV.P. CommunicationsTel: (604)
687-2522NA Toll-Free: (888)
688-2522rdrechsler@strategicmetalsltd.comhttp://www.strategicmetalsltd.com |
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
This news release may contain forward looking
statements based on assumptions and judgments of management
regarding future events or results that may prove to be inaccurate
as a result of exploration and other risk factors beyond its
control, and actual results may differ materially from the expected
results.
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